October 12, 2006


By facsimile to (212) 704-6288 and U.S. Mail


Mr. Robert McNally
Vice President and Chief Financial Officer
Lifetime Brands, Inc.
1 Merrick Avenue
Westbury, NY 11590

Re:	Lifetime Brands, Inc.
	Registration Statement on Form S-3
	Filed September 25, 2006
File No. 333-137575

Dear Mr. McNally:

	We limited our review of the filing to the issues addressed
in
our comments below.  Where indicated, we think that you should
revise
the document in response to the comments.  If you disagree, we
will
consider your explanation why a comment is inapplicable or a
revision
is unnecessary.  Be as detailed as necessary in your explanation.
To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

Undertakings, page II-2

1. Since this registration statement relates to an offering being
made in reliance on Rule 415(a)(1)(i) of Regulation C under the
Securities Act, provide the Rule 430B undertakings required by
subparagraphs (A) and (B) of Item 512(a)(5)(i) of Regulation S-K.

2. Since the undertakings required by Items 512(a)(5)(ii) and
subparagraphs (1) and (2) of 512(i) of Regulation S-K relate to an
offering being made in reliance on Rule 430C or Rule 430A, the
undertakings that you included under Item 17 in subparagraphs
(d)(1),
and (d)(2) are inapplicable to this registration statement`s
offering.  Please revise.

Closing

	File an amendment to the registration statement in response
to
the comments.  To expedite our review, Lifetime Brands may wish to
provide us three marked courtesy copies of the amendments.
Include
with the filing any supplemental information requested and a cover
letter tagged as correspondence that keys the responses to the
comments.  If Lifetime Brands thinks that compliance with any of
the
comments is inappropriate, provide the basis in the letter.  We
may
have additional comments after review of the amendment, the
responses
to the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Lifetime Brands and its management are
in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Lifetime Brands requests acceleration of the registration
statement`s effectiveness, Lifetime Brands should furnish a letter
at
the time of the request acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Lifetime Brands from its full responsibility for the
adequacy
and accuracy of the registration statement`s disclosures.

* Lifetime Brands may not assert our comments or the declaration
of
the registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Lifetime Brands provides us in our review of the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.

Very truly yours,




Pamela A. Long
					     Assistant Director

cc:	Lawrence Levinson, Esq.
	Troutman Sanders LLP
	The Chrysler Building
	405 Lexington Avenue
	New York, NY 10174



Mr. Robert McNally
October 12, 2006
Page 1








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE